Tevogen Inc

This proposal asks shareholders to approve Amendment No.2 to the Company’s 2024 Omnibus Incentive Plan to add 100,000,000 shares to the plan’s reserve, increasing the stated Initial Share Limit to 102,800,000 shares and thereby enabling substantially larger future equity awards. Management frames the request as necessary to attract, retain, motivate, and reward employees, directors, and consultants and to align long-term equity incentives with stockholder value. The requested increase is very large relative to the Company’s outstanding shares as of the record date (the filing notes the increase represents roughly 15.6 times current outstanding shares), which creates meaningful potential dilution to existing public shareholders and could materially alter ownership and voting power if a substantial portion of the new shares are granted to insiders. The plan includes some governance guardrails (e.g., no liberal share recycling, no repricing without stockholder approval, limits on SAR/option pricing, and clawback/forfeiture mechanisms), but the amendment still grants the Board broad discretion to allocate awards and to determine recipients and amounts. Given that the Company is a controlled company and the CEO, Dr. Saadi, beneficially holds a majority of voting power, the dilution risk may disproportionately benefit insiders; the proxy itself acknowledges directors and executive officers could receive a substantial portion of awards. The Board notes past usage of a prior 2,000,000-share increase and that most of those shares were consumed by grants, illustrating the potential for the new pool to be used quickly. The proposal will require a majority of shares present and entitled to vote to pass, which means large shareholders and insiders can significantly influence the outcome. For an analyst, the key tradeoffs are management’s stated need for a deep equity pool to preserve talent and execute strategy against the clear downside of substantial dilution and concentrated insider influence; careful post-approval monitoring of grant recipients, vesting schedules, and any future large awards to insiders will be critical. While the Board recommends FOR, investors should weigh the company’s hiring and retention needs, historical grant practices, and the governance implications of awarding a very large share pool under a controlled-company structure.

This proposal would amend the Company’s Certificate of Incorporation to allow stockholder action by written consent under Delaware law, providing an alternative procedural mechanism to convening a special meeting. Management argues that written consent is a more efficient and flexible tool that reduces cost, delay, and execution risk and can facilitate timely corporate responses; the Board also expects to adopt bylaws that will add procedural safeguards. The proposal presents governance trade-offs: while it can streamline legitimate stockholder-driven actions and reduce administrative burden, in a controlled-company context it enables a majority holder to effect corporate actions without convening a meeting, which could reduce minority stockholder engagement and the public scrutiny that meetings sometimes ensure. The proxy explicitly notes that Dr. Saadi beneficially owns approximately 57.8% of the voting power, and the amendment would therefore be disproportionately valuable to a controlling stockholder who could deliver the requisite consents without soliciting others — a point the Board acknowledges. The Company cites statutory safeguards (DGCL notice and record-date rules), fiduciary duties of directors, federal disclosure obligations, and planned bylaw protections as protections for minority holders, but these are procedural and legal backstops rather than structural limits on a controlling holder’s practical ability to act. For investors evaluating this proposal, key considerations include the controlling shareholder dynamic, the company’s disclosure practices, whether the Board will adopt meaningful bylaw constraints, and the likelihood that written consent would be used to effect actions benefiting insiders. The Board recommends FOR, viewing the amendment as enhancing flexibility and stockholder rights in general, but minority investors should assess the balance of efficiency versus concentrated control.